Memory is a critical component of human cognition, with major implications for everyday life and mental health. A key feature of human memory concerns the encoding processes that play a crucial role in the formation of enduring recollections. The proposed experiments use recently developed event-related functional magnetic resonance imaging techniques in an attempt to map structures and processes that underly encoding of new memories, and to test specific hypothesis concerning the nature of encoding. The first specific aim is to characterize the functional anatomy associated with different levels of encoding, and test hypotheses concerning the involvement of specific brain regions in particular forms of encoding. Preliminary results suggest that levels of activity within the left prefrontal cortex and parahippocampal cortex during encoding predict whether verbal experiences will be subsequently remembered or forgotten. Experiments 1-5 examine different types and levels of encoding operations in an attempt to expand our knowledge of the brain processes and systems that contribute to the formation of verbal memories. Several of these experiments examine the contributions of visual imagery, phonological encoding, and relational or associative information to the formation of new memories, whereas others examine such fundamental issues as the relation between attention and memory. The second specific aim is to test hypotheses concerning the generality of the contributions of parahippocampal cortex to memory encoding by varying the nature of the materials to-be encoded. Experiments 6-7 examine this issue using nonverbal materials: pictures and melodies. The third specific aim is to test hypotheses about the consequences of encoding of previously exposed stimuli for further encoding of those stimuli. These experiments will help to create new links between studies of encoding and related work on how repetition benefits learning, and how people detect changes to objects in their environments. Previous research has revealed that encoding processes play a key role in mental disorders such as depression, and are crucial in efforts to rehabilitate memory deficits are brain damage. The proposed studies will provide new information about the neuroanatomical bases of encoding processes and thereby contribute to the further development of rehabilitation efforts.